<SUBMISSION>
<ACCESSION-NUMBER>0001101195-07-000010
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20070201
<DATE-OF-FILING-DATE-CHANGE>20070201
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>3DFX INTERACTIVE INC
<CIK>0001010026
<ASSIGNED-SIC>7372
<IRS-NUMBER>770390421
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0201
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-52571
<FILM-NUMBER>07571908
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4085913508
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SATELLITE ASSET MANAGEMENT LP
<CIK>0001101195
<IRS-NUMBER>134065352
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>623 FIFTH AVENUE, 19TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
<PHONE>2122092000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>623 FIFTH AVENUE, 19TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>tdfinal.txt
<TEXT>

		              UNITED STATES
		     SECURITIES AND EXCHANGE COMMISSION
			    WASHINGTON, DC 20549

			     ----------------

			      SCHEDULE 13D
    (Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a))

	      Under the Securities and Exchange Act of 1934

			  3DFX INTERACTIVE, INC.
  ----------------------------------------------------------------------------
			   (Name of Issuer)

			      Common Stock
  ----------------------------------------------------------------------------
		    (Title of Class of Securities)

	  	 	      88553X103
  ----------------------------------------------------------------------------
			    (CUSIP Number)


		          Simon Raykher, Esq.
		    Satellite Asset Management, L.P.
		       623 Fifth Avenue, 19th Floor
			   New York, NY 10022
  ----------------------------------------------------------------------------
	  (Name, Address and Telephone Number of Person
         Authorized to Receive Notices and Communications)


		   	  January 24, 2007
  ----------------------------------------------------------------------------
      (Date of Event which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].



 CUSIP No.  88553X103
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Fund II, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
					(a) [ ]
                                        (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       539,392

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       539,392

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       539,392

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       1.36%

14.  TYPE OF REPORTING PERSON*

     PN

<Page>

CUSIP No.  88553X103 (Page 2)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Fund IV, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

      See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       108,570

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       108,570

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       108,570

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.27%

14.  TYPE OF REPORTING PERSON*

       PN

<Page>

CUSIP No.  88553X103 (Page 3)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     The Apogee Fund, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       266,440

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       266,440

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       266,440

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.67%

14.  TYPE OF REPORTING PERSON*

       CO

<Page>

CUSIP No.  88553X103 (Page 4)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       1,397,232

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       1,397,232

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       1,397,232

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       3.51%

14.  TYPE OF REPORTING PERSON*

       CO

<Page>

CUSIP No.  88553X103 (Page 5)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund V, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       115,010

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       115,010

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       115,010

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.29%

14.  TYPE OF REPORTING PERSON*

       CO

<Page>

CUSIP No.  88553X103 (Page 6)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund VI, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       39,320

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       39,320

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       39,320

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.10%

14.  TYPE OF REPORTING PERSON*

       CO

<Page>

CUSIP No.  88553X103 (Page 7)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund VII, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       63,490

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       63,490

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       63,490

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.16%

14.  TYPE OF REPORTING PERSON*

       CO


<Page>

CUSIP No.  88553X103 (Page 8)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund VIII, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       129,490

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       129,490

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       129,490

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.33%

14.  TYPE OF REPORTING PERSON*

       CO

<Page>

CUSIP No.  88553X103 (Page 9)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Overseas Fund IX, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       129,900


9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       129,900

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       129,900

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [  ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.33%

14.  TYPE OF REPORTING PERSON*

       CO


<Page>

CUSIP No.  88553X103  (Page 10)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

     Satellite Asset Management, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER.

       0

8.   SHARED VOTING POWER.

       2,788,844

9.   SOLE DISPOSITIVE POWER.

       0

10.  SHARED DISPOSITIVE POWER.

       2,788,844

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

       2,788,844

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       7.01%

14.  TYPE OF REPORTING PERSON*

       PN


<Page>

CUSIP No.  88553X103  (Page 11)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Satellite Fund Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS  2(d) OR 2(e)   [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER

       0

8.   SHARED VOTING POWER

       2,788,844

9.   SOLE DISPOSITIVE POWER

       0

10.  SHARED DISPOSITIVE POWER

       2,788,844

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       2,788,844

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       7.01%

14.  TYPE OF REPORTING PERSON*

       OO


<Page>

CUSIP No.  88553X103  (Page 12)
 ---------------------

1.   NAME OF REPORTING PERSON.
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Satellite Advisors, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [ ]
                                                                 (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

See Item 3.

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS  2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER

       0

8.   SHARED VOTING POWER

       647,962

9.   SOLE DISPOSITIVE POWER

       0

10.  SHARED DISPOSITIVE POWER

       647,962

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       647,962

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       1.63%

14.  TYPE OF REPORTING PERSON*

     OO


<Page>


CUSIP No.   88553X103 (Page 13)
-----------------------------------------------------

Item 1.  Security and Issuer.

The name of the issuer is 3DFX Interactive, Inc.
(the "Issuer" or the "Company").The address of the
Issuer's offices is P.O.Box 60486,Palo Alto, California
94306. This Schedule 13D relates to shares of the Issuer's
common stock, no par value (the "Shares").

Item 2.  Identity and Background

This Amendment No. 1 amends and restates the Schedule 13D filed with the
Securities and Exchange Commission on December 8, 2006.


This statement is filed by:


(i)    Satellite Fund II, L.P. ("Satellite II");
(ii)   Satellite Fund IV, L.P. ("Satellite IV");
(iii)  The Apogee Fund, Ltd. ("Apogee");
(iv)   Satellite Overseas Fund, Ltd. ("Satellite Overseas")
(v)    Satellite Overseas Fund V, Ltd. ("Satellite Overseas V");
(vi)   Satellite Overseas Fund VI, Ltd. ("Satellite Overseas VI");
(vii)  Satellite Overseas Fund VII, Ltd. ("Satellite Overseas VII");
(viii) Satellite Overseas Fund VIII, Ltd. ("Satellite Overseas VIII");
(ix)   Satellite Overseas Fund IX, Ltd. ("Satellite Overseas IX");
(x)    Satellite Asset Management, L.P. ("Satellite Asset Management");
(xi)   Satellite Fund Management LLC ("Satellite Fund Management"); and
(xii)  Satellite Advisors, L.L.C. ("Satellite Advisors").


This statement relates to Shares (as defined herein) held by
(i) Satellite II and Satellite IV (collectively, the "Delaware Funds")
over which Satellite Advisors has discretionary trading authority, as
general partner, and (ii) Apogee, Satellite Overseas, Satellite
Overseas V, Satellite Overseas VI, Satellite Overseas VII, Satellite Overseas
VIII and Satellite Overseas IX (collectively, the "Offshore Funds"
and, together with the Delaware Funds, the "Satellite Funds") over which
Satellite Asset Management has discretionary investment trading authority.
The general partner of Satellite Asset Management is Satellite Fund Management.
Satellite Fund Management and Satellite Advisors each share the same executive
committee of members that make investment decisions on behalf of the Satellite
Funds and investment decisions made by such members, when necessary,
are made through approval of a majority of such members.

The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry
 to the appropriate party.

The address of the business office of each of the Reporting Persons
is 623 Fifth Avenue, 19th Floor, New York, NY 10022.

The citizenship of each of the reporting persons is:

1) Satellite II is a Delaware limited partnership;

2) Satellite IV is a Delaware limited partnership;

3) Apogee is a Cayman Islands exempted company;



<Page>


CUSIP No.   88553X103 (Page 14)
--------------------------------------------


4) Satellite Overseas is a Cayman Islands exempted company;

5) Satellite Overseas V is a Cayman Islands exempted company;

6) Satellite Overseas VI is a Cayman Islands exempted company;

7) Satellite Overseas VII is a Cayman Islands exempted company;

8) Satellite Overseas VIII is a Cayman Islands exempted company;

9) Satellite Overseas IX is a Cayman Islands exempted company;

10) Satellite Asset Management is a Delaware limited partnership;

11) Satellite Fund Management is a Delaware limited liability company; and

12) Satellite Advisors is a Delaware limited liability company.

During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding.  During the last five years, none of the Reporting
Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which such Reporting Persons were
or are subject to a judgment, decree or final order enjoining future
violations of,or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

The Shares reported in Item 5 as beneficially owned by the Reporting Person
were previously acquired with funds of approximately $992,686.07
(including brokerage commissions).  All funds to acquire the Shares
were provided from the capital of the Satellite Funds.


Item 4.  Purpose of Transaction.

The Shares have been acquired for strategic investment purposes
with the prospect that at some point in the future the Reporting
Persons may wish to increase their ownership position in the
Issuer's Shares. The Reporting Persons expect to evaluate the Issuer
and review their holdings in the Issuer on a continuing basis. Depending
upon various factors,including,but not limited to,circumstances surrounding
the Issuer's Chapter 11 proceeding and its litigation against
nVidia Corporation and nVidia US Investment Company (collectively,
"nVidia"), each Reporting Person may take such actions in the future as
it deems appropriate in light of the circumstances and conditions existing
from time to time, including: increasing its stake in the Issuer through
open market purchases, private transactions or tender or exchange offers
hedging transactions, including the use of derivatives; seeking to acquire
or influence control of the Issuer, the means of which may include board
representation; seeking a merger, consolidation or other business
combinations; or seeking to influence the prosecution of litigation
against nVidia. Depending on these same factors, the Reporting Persons,
or any of them, may determine to sell all or a portion of the Shares
that they now own or hereafter may acquire in the open market
or in private transactions, although none of the Reporting Persons
has a current intention to do so.


<Page>


CUSIP No.   88553X103 (Page 15)
--------------------------------------------


Item 5.  Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons
(collectively referred to as the "Satellite Funds")
may be deemed to beneficially own the number of shares of the
Company's common stock representing the percentage of the
Company's common stock set forth opposite the name of the Reporting
Person below: The percentages used herein are calculated
based upon 39,774,000 shares of the Issuer's common stock,
issued and outstanding as of December 11, 2006,
as reported on Bloomberg.



Name of                        Number of Shares         Percentage
Reporting Person               Beneficially Owned       of Outstanding Stock
----------------------         --------------------     ---------------------

Satellite Fund II, L.P.(1)(2)	  539,392		   1.36%

Satellite Fund IV, L.P.(1)(2)  	  108,570		   0.27%

Satellite Advisors, L.L.C.,
the General Partner of
Satellite Fund II and
Satellite Fund IV		  647,962		   1.63%

The Apogee Fund, Ltd.(2)
				  266,440		   0.67%

Satellite Overseas
Fund, Ltd.(2)			  1,397,232	           3.51%

Satellite Overseas
Fund V, Ltd.(2)			  115,010		   0.29%

Satellite Overseas
Fund VI, Ltd.(2)		  39,320		   0.10%

Satellite Overseas
Fund VII, Ltd.(2)		  63,490		   0.16%

Satellite Overseas
Fund VIII, Ltd.(2)		  129,490		   0.33%

Satellite Overseas
Fund IX, Ltd.(2)		  129,900		   0.33%

Satellite Asset
Management, L.P.	          2,788,844		   7.01%

Satellite Fund
Management, LLC,
the General Partner
of Satellite Asset
Management			  2,788,844		   7.01%
________________________
TOTAL FOR THE
SATELLITE FUNDS:		  2,788,844		   7.01%



<Page>


CUSIP No.   88553X103 (Page 16)
--------------------------------------------


(1) Satellite Advisors has discretionary trading authority over the
    shares held by these Reporting Persons, as General Partner.

(2) Satellite Asset Management has discretionary investment trading
    authority over the shares held by these Reporting Persons, as
    investment manager.  The general partner of Satellite Asset
    Management is Satellite Fund Management.  Satellite Fund Management
    and Satellite Advisors each share the same executive committee of
    members that make investment decisions on behalf of the Satellite
    Funds and investment decisions made by such members, when
    necessary, are made through approval of a majority of such members.



(b) As indicated above, each of the above Reporting Persons has shared power to
    vote or to direct the vote of, and shared power to dispose or direct the
    disposition of, all of the shares reported as beneficially owned by such
    Reporting Person.

(c) Information concerning transactions in the shares of Common Stock effected
    by the Reporting Persons since the most recent filing on Schedule 13D is
    set forth in Schedule A hereto and is incorporated herein by reference.
    Unless otherwise noted, all of such transacations were effected in open
    market purchases through various brokerage entities. The Reporting
    Person may acquire additional Shares, dispose of all or some of these
    Shares from time to time, in each case in open markets or private
    transactions, block sales or purchases or otherwise, or may continue to
    hold the Shares.

(d) Satellite Asset Management, Satellite Fund Management, Satellite
    Advisors and its Principals expressly declare that this filing shall
    not be construed as an admission that each is, for purposes of
    Section 13(d) or 13(g) of the Act,the beneficial owner of any
    securities covered by this filing.


Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

None of the Reporting Persons have entered into an agreement or
contract relative to the securities of the Issuer, including any
agreements related to the transfer or voting of any of the Shares,
finder's fees, joint ventures, loan or option arrangements relating
to puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.


Item 7.  Material to be Filed as Exhibits.

The Joint Filing Agreement between and among
the Reporting Persons pursuant to Section 240.13d-1(k)
is attached hereto as Exhibit "A".


<Page>


CUSIP No.   88553X103 (Page 17)
--------------------------------------------


SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.


DATED:  February 1, 2007	SATELLITE FUND II, L.P.

				By:  Satellite Advisors, L.L.C.,
				as General Partner

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact


DATED:  February 1, 2007	SATELLITE FUND IV, L.P.

				By:  Satellite Advisors, L.L.C.,
				as General Partner

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact


DATED:  February 1, 2007	THE APOGEE FUND, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND V, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND VI, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel



<Page>


CUSIP No.   88553X103 (Page 18)
--------------------------------------------


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND VII, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND VIII, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND IX, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel

DATED:  February 1, 2007	SATELLITE ASSET MANAGEMENT, L.P.


				By: /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE FUND MANAGEMENT LLC

				By: /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact


DATED:  February 1, 2007	SATELLITE ADVISORS, L.L.C.

				By: /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact



EXHIBIT A

JOINT FILING AGREEMENT


The undersigned hereby agree that this statement on Schedule 13D with
respect to the Common Stock of 3DFX Interactive, Inc., dated as of
February 1, 2007, is, and any amendments thereto (including amendments
on Schedule 13D) signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934.



DATED:  February 1, 2007	SATELLITE FUND II, L.P.

				By:  Satellite Advisors, L.L.C.,
				as General Partner

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact


DATED:  February 1, 2007	SATELLITE FUND IV, L.P.

				By:  Satellite Advisors, L.L.C.,
				as General Partner

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact



<Page>


CUSIP No.   88553X103 (Page 19)
--------------------------------------------


DATED:  February 1, 2007	THE APOGEE FUND, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND V, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND VI, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND VII, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND VIII, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE OVERSEAS FUND IX, LTD.

				By:  Satellite Asset Management L.P.,
				as Investment Manager

				By:  /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel

DATED:  February 1, 2007	SATELLITE ASSET MANAGEMENT, L.P.


				By: /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: General Counsel


DATED:  February 1, 2007	SATELLITE FUND MANAGEMENT LLC

				By: /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact


DATED:  February 1, 2007	SATELLITE ADVISORS, L.L.C.

				By: /s/ Simon Raykher
				------------------------
				Name:  Simon Raykher
				Title: Attorney-in-Fact



<Page>


CUSIP No.   88553X103 (Page 20)
--------------------------------------------


Schedule A

Trading History


<TABLE>
<CAPTION>

              <S>              <C>     <C>           <C>       <C>      <C>

Reporting Person                        Date         Quantity         Sales Price
						     Purchased        Per Share

SATELLITE FUND II, L.P                 12/18/06       9,770            0.4000
SATELLITE FUND II, L.P                 12/22/06       9,770            0.4000
SATELLITE FUND II, L.P                 12/26/06       3,920            0.4000
SATELLITE FUND II, L.P                 12/27/06         120            0.4000
SATELLITE FUND II, L.P                  1/10/07       6,610            0.3900
SATELLITE FUND II, L.P                  1/19/07      10,400            0.3900
SATELLITE FUND II, L.P                  1/23/07       6,430            0.3900
SATELLITE FUND II, L.P                  1/24/07      75,940            0.4000
SATELLITE FUND IV, L.P.                12/18/06       1,980            0.4000
SATELLITE FUND IV, L.P.                12/22/06       1,980            0.4000
SATELLITE FUND IV, L.P.                12/26/06         800            0.4000
SATELLITE FUND IV, L.P.                12/27/06          20            0.4000
SATELLITE FUND IV, L.P.                 1/10/07       1,370            0.3900
SATELLITE FUND IV, L.P.                 1/19/07       2,160            0.3900
SATELLITE FUND IV, L.P.                 1/23/07       1,340            0.3900
SATELLITE FUND IV, L.P.                 1/24/07      15,770            0.4000
THE APOGEE FUND, LTD.                  12/18/06       4,840            0.4000
THE APOGEE FUND, LTD.                  12/22/06       4,840            0.4000
THE APOGEE FUND, LTD.                  12/26/06       1,940            0.4000
THE APOGEE FUND, LTD.                  12/27/06          60            0.4000
THE APOGEE FUND, LTD.                   1/10/07       3,510            0.3900
THE APOGEE FUND, LTD.                   1/19/07       5,510            0.3900
THE APOGEE FUND, LTD.                   1/23/07       3,400            0.3900
THE APOGEE FUND, LTD.                   1/24/07      40,210            0.4000
SATELLITE OVERSEAS FUND, LTD.          12/18/06      24,740            0.4000
SATELLITE OVERSEAS FUND, LTD.          12/22/06      24,740            0.4000
SATELLITE OVERSEAS FUND, LTD.          12/26/06       9,920            0.4000
SATELLITE OVERSEAS FUND, LTD.          12/27/06         300            0.4000
SATELLITE OVERSEAS FUND, LTD.           1/10/07      17,060            0.3900
SATELLITE OVERSEAS FUND, LTD.           1/19/07      26,790            0.3900
SATELLITE OVERSEAS FUND, LTD.           1/23/07      16,560            0.3900
SATELLITE OVERSEAS FUND, LTD.           1/24/07     195,644            0.4000
SATELLITE OVERSEAS FUND V, LTD.        12/18/06       2,050            0.4000
SATELLITE OVERSEAS FUND V, LTD.        12/22/06       2,050            0.4000
SATELLITE OVERSEAS FUND V, LTD.        12/26/06         820            0.4000
SATELLITE OVERSEAS FUND V, LTD.        12/27/06          20            0.4000
SATELLITE OVERSEAS FUND V, LTD.         1/10/07       1,520            0.3900
SATELLITE OVERSEAS FUND V, LTD.         1/19/07       2,390            0.3900
SATELLITE OVERSEAS FUND V, LTD.         1/23/07       1,480            0.3900
SATELLITE OVERSEAS FUND V, LTD.         1/24/07      17,430            0.4000
SATELLITE OVERSEAS FUND VI, LTD.       12/18/06         710            0.4000
SATELLITE OVERSEAS FUND VI, LTD.       12/22/06         710            0.4000
SATELLITE OVERSEAS FUND VI, LTD.       12/26/06         290            0.4000
SATELLITE OVERSEAS FUND VI, LTD.       12/27/06          10            0.4000
SATELLITE OVERSEAS FUND VI, LTD.        1/10/07         500            0.3900
SATELLITE OVERSEAS FUND VI, LTD.        1/19/07         790            0.3900
SATELLITE OVERSEAS FUND VI, LTD.        1/23/07         490            0.3900
SATELLITE OVERSEAS FUND VI, LTD.        1/24/07       5,770            0.4000
SATELLITE OVERSEAS FUND VII, LTD.      12/18/06       1,100            0.4000
SATELLITE OVERSEAS FUND VII, LTD.      12/22/06       1,100            0.4000
SATELLITE OVERSEAS FUND VII, LTD.      12/26/06         440            0.4000
SATELLITE OVERSEAS FUND VII, LTD.      12/27/06          10            0.4000
SATELLITE OVERSEAS FUND VII, LTD.       1/10/07         780            0.3900
SATELLITE OVERSEAS FUND VII, LTD.       1/19/07       1,230            0.3900
SATELLITE OVERSEAS FUND VII, LTD.       1/23/07         760            0.3900
SATELLITE OVERSEAS FUND VII, LTD.       1/24/07       8,960            0.4000
SATELLITE OVERSEAS FUND VIII, LTD.     12/18/06       2,430            0.4000
SATELLITE OVERSEAS FUND VIII, LTD.     12/22/06       2,430            0.4000
SATELLITE OVERSEAS FUND VIII, LTD.     12/26/06         920            0.4000
SATELLITE OVERSEAS FUND VIII, LTD.     12/27/06          30            0.4000
SATELLITE OVERSEAS FUND VIII, LTD.      1/10/07       1,970            0.3900
SATELLITE OVERSEAS FUND VIII, LTD.      1/19/07       3,090            0.3900
SATELLITE OVERSEAS FUND VIII, LTD.      1/23/07       1,910            0.3900
SATELLITE OVERSEAS FUND VIII, LTD.      1/24/07      22,570            0.4000
SATELLITE OVERSEAS FUND IX, LTD.       12/18/06       2,380            0.4000
SATELLITE OVERSEAS FUND IX, LTD.       12/22/06       2,380            0.4000
SATELLITE OVERSEAS FUND IX, LTD.       12/26/06         950            0.4000
SATELLITE OVERSEAS FUND IX, LTD.       12/27/06          30            0.4000
SATELLITE OVERSEAS FUND IX, LTD.        1/10/07       1,680            0.3900
SATELLITE OVERSEAS FUND IX, LTD.        1/19/07       2,640            0.3900
SATELLITE OVERSEAS FUND IX, LTD.        1/23/07       1,630            0.3900
SATELLITE OVERSEAS FUND IX, LTD.        1/24/07      19,280            0.4000
SATELLITE ASSET MANAGEMENT, L.P.       12/18/06      38,250            0.4000
SATELLITE ASSET MANAGEMENT, L.P.       12/22/06      38,250            0.4000
SATELLITE ASSET MANAGEMENT, L.P.       12/26/06      15,280            0.4000
SATELLITE ASSET MANAGEMENT, L.P.       12/27/06         460            0.4000
SATELLITE ASSET MANAGEMENT, L.P.        1/10/07      27,020            0.3900
SATELLITE ASSET MANAGEMENT, L.P.        1/19/07      42,440            0.3900
SATELLITE ASSET MANAGEMENT, L.P.        1/23/07      26,230            0.3900
SATELLITE ASSET MANAGEMENT, L.P.        1/24/07     309,864            0.4000
SATELLITE FUND MANAGEMENT LLC          12/18/06      38,250            0.4000
SATELLITE FUND MANAGEMENT LLC          12/22/06      38,250            0.4000
SATELLITE FUND MANAGEMENT LLC          12/26/06      15,280            0.4000
SATELLITE FUND MANAGEMENT LLC          12/27/06         460            0.4000
SATELLITE FUND MANAGEMENT LLC           1/10/07      27,020            0.3900
SATELLITE FUND MANAGEMENT LLC           1/19/07      42,440            0.3900
SATELLITE FUND MANAGEMENT LLC           1/23/07      26,230            0.3900
SATELLITE FUND MANAGEMENT LLC           1/24/07     309,864            0.4000
SATELLITE ADVISORS, L.L.C.             12/18/06      11,750            0.4000
SATELLITE ADVISORS, L.L.C.             12/22/06      11,750            0.4000
SATELLITE ADVISORS, L.L.C.             12/26/06       4,720            0.4000
SATELLITE ADVISORS, L.L.C.             12/27/06         140            0.4000
SATELLITE ADVISORS, L.L.C.              1/10/07       7,980            0.3900
SATELLITE ADVISORS, L.L.C.              1/19/07      12,560            0.3900
SATELLITE ADVISORS, L.L.C.              1/23/07       7,770            0.3900
SATELLITE ADVISORS, L.L.C.              1/24/07      91,710            0.4000

</TABLE>




</TEXT>
</DOCUMENT>
</SUBMISSION>
